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MIRVAC GROUP AGM Information 2021

Oct 10, 2021

65328_rns_2021-10-10_17647ee2-3ca5-4686-8ead-2b21212db6ac.pdf

AGM Information

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11 October 2021

2021 NOTICE OF ANNUAL GENERAL AND GENERAL MEETINGS OF MIRVAC GROUP AND ASSOCIATED DOCUMENTS

In accordance with ASX listing rule 3.17.1, the following documents are attached in relation to the Mirvac Group Annual General and General Meetings (AGM), which will be held virtually at 11.00am (AEDT) on Tuesday, 16 November 2021:

  • Notice convening the 2021 AGM;

  • Voting Form;

  • Virtual Meeting Online Guide; and

  • Frequently Asked Questions.

Securityholders are encouraged to participate in the AGM virtually via an online platform or by telephone, details of which are set out in the Notice. Securityholders will be able to watch the AGM, vote and ask questions in real-time.

The above documents are also posted to Mirvac’s website at www.mirvac.com/2021-agm.

For more information, please contact:

Media enquiries: Kate Lander General Manager, Communications +61 2 9080 8243

Investor enquiries: Gavin Peacock General Manager, Investor Relations +61 2 8247 1208

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Mirvac Group

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Chairman’s Letter

Level 28, 200 George Street Sydney NSW 2000 Australia

T +61 2 9080 8000 www.mirvac.com

11 October 2021

Dear Securityholder

I am pleased to invite you to the 2021 Annual General and General Meetings of Mirvac (“Meetings” or “AGM”). Concurrent Meetings are being held for Mirvac Limited (“ML”) and Mirvac Property Trust (“MPT”) as they have identical Securityholders following the stapling of the shares in ML with the units in MPT. The AGM will be held at 11.00am (AEDT) on Tuesday, 16 November 2021. Attached is the Notice of Meeting which sets out the business of the AGM.

As a result of the COVID-19 pandemic, the Government has put in place legal measures allowing company meetings, including annual general meetings, to be held fully virtually. The health and safety of our Securityholders, our employees, their families, and the broader community, remains paramount. In light of these health and safety considerations, physical distancing and interstate travel restrictions, Mirvac will be holding a fully virtual AGM this year, as it did last year for the same reasons.

An outline of how the AGM will be managed virtually is set out below and is detailed in the Notice of Meeting:

  • you are encouraged to participate in the AGM virtually via the online platform at https://agmlive.link/MGR21. Online registration commences from 10.00am. Enter or copy this link into your web browser on a mobile or online device with internet access. You will need your Securityholder Reference Number or Holder Identification Number and your postcode to be verified as a Securityholder;

  • alternatively, you may participate via telephone. For verification purposes, you will require your own unique PIN to dial into the Meetings which you must obtain from the Share Registry, Link Market Services, by Monday, 15 November 2021;

  • a detailed guide on how to participate on the online platform or by telephone is set out in the Virtual Meeting Online Guide and FAQs lodged with the ASX, which are also available on our website at www.mirvac.com/2021-agm; and

  • you will have the ability during the Meetings to ask questions and vote in real-time on the online platform or by telephone, to see or hear the presentations and hear all of the discussion.

Participation by Securityholders prior to the AGM is possible by:

direct voting on the online platform at vote.linkmarketservices.com/MGR;

  • appointment of a proxy on the online platform at vote.linkmarketservices.com/MGR; and

submitting questions at vote.linkmarketservices.com/MGR.

The items of business for the AGM are:

  • the re-election of myself and James M. Millar as Directors on the Board;

  • the adoption of the Remuneration Report as set out in the Mirvac 2021 Annual Report; and

  • the approval of the CEO & Managing Director’s participation in the Long-term Incentive Plan.

Thank you for your continued support, we look forward to your virtual attendance at the AGM. Should you require any additional information please contact Mirvac’s Investor Information line on +61 1800 356 444 (within or outside Australia) between 8:30am and 5:30pm (Sydney time) on business days.

Yours faithfully,

John Mulcahy Chair

Mirvac Group | Notice of Annual General and General Meetings 2021

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Mirvac Group Notice of Annual General and General Meetings 2021

MIRVAC LIMITED

(ABN 92 003 280 699)

MIRVAC PROPERTY TRUST

(ARSN 086 780 645)

The Annual General Meeting of Members of Mirvac Limited (ABN 92 003 280 699) (“ML”) and a General Meeting of Members of Mirvac Property Trust (ARSN 086 780 645) (“MPT”) (“AGM”)

DATE

Tuesday, 16 November 2021

TIME

11.00am (AEDT)

MIRVAC ENCOURAGES ALL SECURITYHOLDERS TO PARTICIPATE IN THE AGM

The AGM provides Securityholders with an important opportunity to hear about Mirvac’s progress and plans directly from the Board and senior management.

As a result of the COVID-19 pandemic, the Government has put in place temporary legal arrangements allowing company and trust meetings, including annual general meetings, to be held fully virtually.

The health and safety of our Securityholders, our employees, their families, and the broader community, continues to be paramount. In light of these health and safety considerations, physical distancing requirements and travel restrictions in place due to the pandemic, and the continuing uncertainty around the easing of these restrictions, Mirvac will be holding a fully virtual AGM.

ATTEND

By telephone or via the online platform at: https://agmlive.link/MGR21

This Notice is issued by ML and Mirvac Funds Limited (ABN 70 002 561 640; AFSL No. 233121) as the responsible entity of MPT (“MPT RE”). Clauses 9.28 and 14.20 of the Constitutions of ML and MPT (“ML Constitution” and “MPT Constitution”, respectively) provide that meetings of Securityholders of both ML and MPT may be held in conjunction with each other while stapling of the shares in ML to the units in MPT applies. Accordingly, where applicable, the AGM will be a meeting of both ML and MPT (“Mirvac” or “Group”).

In this Notice, MPT unitholders (“MPT Unitholders”) and ML shareholders (“ML Shareholders”) are together referred to as “Securityholders”, and a stapled security means one fully paid ordinary unit in MPT stapled to one fully paid ordinary share in ML.

AGENDA

10.00am (AEDT) Online and telephone registration opens 11.00am (AEDT) AGM commences

Securityholders will be able to participate in the AGM, including voting and asking questions in real-time either online or by telephone. The virtual AGM will provide opportunities for all Securityholders to participate, despite the current restrictions on travel and gatherings.

For more information about how to participate in the AGM (including how to vote and ask questions) visit our AGM website at www.mirvac.com/2021agm to read our Virtual Meeting Online Guide and answers to Frequently Asked Questions.

Securityholders should monitor Mirvac’s website and ASX announcements where updates will be provided if it becomes necessary or appropriate to make alternative arrangements for the holding or conduct of the AGM.

TECHNICAL DIFFICULTIES

Technical difficulties may arise during the course of the AGM. The Chair has discretion as to whether and how the AGM should proceed in the event that a technical difficulty arises. In exercising his discretion, the Chair will have regard to the number of Securityholders impacted and the extent to which participation in the business of the AGM is affected.

Chair’s welcome address

CEO/MD’s presentation

Items of Business

2021 ANNUAL REPORT

Mirvac’s 2021 Annual Report (including Mirvac’s Financial Report, Directors’ Report, Auditor’s Report and Corporate Governance Statement) and a copy of MPT’s Financial Report, Directors’ Report and Auditor’s Report for the year ended 30 June 2021 are available at vote.linkmarketservices.com/MGR and on Mirvac’s website at www.mirvac.com/2021-agm.

Where he considers it appropriate, the Chair may continue to hold the AGM and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, if Securityholders have already decided how they will cast their vote, they are encouraged to lodge direct voting instructions or lodge a proxy by 11.00am (AEDT) Sunday, 14 November 2021 even if they plan to attend the AGM online.

Mirvac Group | Notice of Annual General and General Meetings 2021

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Mirvac Group Notice of Annual General and General Meetings 2021

HOW TO PARTICIPATE DURING THE AGM ONLINE

Securityholders are encouraged to participate virtually via an online platform at: https://agmlive.link/MGR21. Securityholders will be able to view the AGM, vote and ask questions in real-time.

Please ensure that your internet browser is compatible with the online platform by following the instructions in the Virtual Meeting Online Guide in advance of the AGM, available at www.mirvac.com/2021-agm.

We recommend that you test to see if the online platform works on your device at least 15 minutes prior to the scheduled start time of the AGM using the instructions below:

  • Enter the MGR voting link https://agmlive.link/MGR21 into your web browser on a mobile or online device

  • If you are a Securityholder you will need your Securityholder Reference Number or Holder Identification Number and your postcode

  • If you are a proxyholder, you will need your proxy code which Link Market Services will email to you no later than 24 hours prior to the AGM.

Online voting will be open between the commencement of the AGM at 11.00am (AEDT) on Tuesday, 16 November 2021 and the time at which the Chair announces the closure of voting.

HOW TO PARTICIPATE DURING THE AGM BY TELEPHONE

Securityholders who prefer to participate in the AGM by telephone can do so by dialling 1800 071 092 or +61 1800 071 092 (outside of Australia) any time after registration commences from 10.00am (AEDT) on the day of the AGM.

For verification purposes, you will require your own unique PIN to dial into the AGM. To obtain your unique PIN, you must contact the Share Registry, Link Market Services on 1800 990 363, or +61 1800 990 363 (outside of Australia) by 11.00am (AEDT) on Monday, 15 November 2021. You will not be able to obtain your unique PIN after this date.

HOW TO SUBMIT A QUESTION PRIOR TO THE AGM

Securityholders are encouraged to submit written questions online prior to the AGM at vote.linkmarketservices.com/MGR. Questions can be submitted to Mirvac or to Mirvac’s auditor, PriceWaterhouseCoopers, relating to its conduct of the external audit of Mirvac’s Financial Report for the year ended 30 June 2021, or the content of the Auditor’s Report for that year.

Mirvac will attempt to address the more frequently asked questions in the presentations delivered at the AGM and may group similar questions. The Auditor may answer relevant questions or may make available a written answer to those questions at the AGM. Any written answers provided by the Auditor will be made available as soon as practicable after the AGM by posting them on Mirvac’s website.

Questions submitted prior to the AGM must be received by 5.00pm (AEDT) on Tuesday, 9 November 2021. Please note that individual responses will not be sent to Securityholders.

WEBCAST

The AGM will be webcast which can be accessed at https://agmlive. link/MGR21. After the AGM, Securityholders can also watch an archived recording on the Mirvac website at www.mirvac.com/2021-agm.

ADDITIONAL INFORMATION

For more information about how to participate in the AGM (including how to vote and ask questions) visit our AGM website at www.mirvac.com/2021-agm to read our Virtual Meeting Online Guide and answers to Frequently Asked Questions.

Additionally, please contact Mirvac’s Investor Information line on +61 1800 356 444 (within or outside Australia) between 8.30am and 5.30pm (Sydney time) on business days.

On the day of the AGM, you will only be able to vote by telephone after the conclusion of the AGM, and before the close of voting as announced by the Chair.

Securityholders and proxyholder participating via telephone will be given the opportunity to ask questions during the AGM. Instructions on how to ask a question and on how to vote will be provided by the moderator.

More information about how to participate in the AGM by telephone is available in the Virtual Meeting Online Guide available at www.mirvac.com/2021-agm.

Mirvac Group | Notice of Annual General and General Meetings 2021

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Mirvac Group Notice of Annual General and General Meetings 2021

Notice of Annual General and General Meetings 2021

1. ANNUAL REPORTS

To receive and consider the Financial Report, Directors’ Report and Auditor’s Report for ML and its consolidated entities for the year ended 30 June 2021.

2. RE-ELECTION OF DIRECTORS

  • 2.1. To consider and, if thought fit, to pass the following as an ordinary resolution of ML:

  • “That John Mulcahy, who retires by rotation in accordance with article 10.3 of Mirvac Limited’s Constitution, and being eligible, is re-elected as a Director of Mirvac Limited.”

  • 2.2. To consider and, if thought fit, to pass the following as an ordinary resolution of ML:

  • “That James M. Millar AM, who retires by rotation in accordance with article 10.3 of Mirvac Limited’s Constitution, and being eligible, is re-elected as a Director of Mirvac Limited.”

3. ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass the following as an ordinary resolution of ML:

“That the Remuneration Report (which forms part of the Directors’ Report) of Mirvac Limited for the year ended 30 June 2021 is adopted.”

The vote on this resolution is advisory only and does not bind the Directors of ML or Mirvac.

VOTING EXCLUSION STATEMENT

ML will disregard any votes cast on Item 3:

  • a) by or on behalf of a member of the key management personnel of ML (“KMP”) named in the remuneration report for the year ended 30 June 2021, or their closely related parties, regardless of the capacity in which the vote is cast; or

  • b) as a proxy by a person who is a member of the KMP at the date of the AGM or their closely related parties,

unless the vote is cast as a proxy for a person entitled to vote on Item 3:

  • a) in accordance with a direction in the Voting Form; or

  • b) by the Chair of the AGM pursuant to an express authorisation to exercise the proxy.

4. PARTICIPATION BY THE CEO & MANAGING DIRECTOR IN THE LONG-TERM PERFORMANCE PLAN

To consider and, if thought fit, to pass the following as a separate ordinary resolution of each of ML and MPT:

“That approval is given for all purposes, including for the purposes of ASX Listing Rule 10.14, to the acquisition by Susan Lloyd-Hurwitz (CEO & Managing Director of Mirvac) of performance rights under the Mirvac Group Long Term Performance Plan on the terms of that plan and as otherwise set out in the Explanatory Notes that accompanied and formed part of the Notice convening the AGM.”

VOTING EXCLUSION STATEMENT

Mirvac will disregard any votes cast on item 4:

  • a) in favour of Item 4 by or on behalf of Susan Lloyd-Hurwitz or any of her associates, regardless of the capacity in which the vote is cast; or

  • b) as a proxy by a person who is a member of the KMP at the date of the AGM or their closely related parties,

unless the vote is cast on Item 4:

  • a) as proxy or attorney for a person entitled to vote on Item 4 in accordance with a direction given to the proxy or attorney to vote on Item 4 in that way; or

  • b) as proxy for a person entitled to vote on Item 4 by the Chair of the AGM pursuant to an express authorisation to exercise the proxy as the Chair decides; or

  • c) by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on Item 4; and

  • ii. the holder votes on Item 4 in accordance with directions given by the beneficiary to the holder to vote in that way

By order of the Boards of ML and MPT RE.

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Michelle Favelle

Group Company Secretary

11 October 2021

Mirvac Group | Notice of Annual General and General Meetings 2021

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AGM Participation

VOTING ONLINE – PRIOR TO THE AGM

Securityholders who are unable to participate in the AGM online or by telephone, may lodge their direct voting instructions prior to the AGM at vote.linkmarketservices.com/MGR. Securityholders who lodge a direct vote do not need to appoint a proxy to act on their behalf.

Mirvac has rules to govern the form, method and timing of casting a direct vote for it to be valid. By submitting a direct vote, Securityholders agree to be bound by Mirvac’s direct voting rules which are available at www.mirvac.com/About/Corporate-Governance.

Direct votes must be received by 11.00am (AEDT) Sunday, 14 November 2021. Any direct voting instructions received after this deadline will be ineffective for the AGM.

VOTING ONLINE – DURING THE AGM

Securityholders participating in the AGM virtually via the online platform, will be able to vote at any time between the start of the AGM and the closure of voting, as announced by the Chair, by following the instructions outlined in this document, or in the Virtual Meeting Online Guide available at www.mirvac.com/2021-agm.

APPOINTMENT OF PROXY UNDER POWER OF ATTORNEY

Securityholders may appoint a proxy under a duly executed power of attorney at vote.linkmarketservices.com/MGR. Proxy instructions must be accompanied by the power of attorney (or a certified copy), unless it has previously been provided to Link Market Services, and be received by 11.00am (AEDT) Sunday, 14 November 2021. Any proxy instructions received after this deadline will be ineffective for the scheduled AGM.

As referred to above, Link Market Services will contact proxyholders with a valid email address or contact phone number at least 24 hours prior to the start of the AGM to provide them with the Proxy Number they will need to enter into the online platform.

CORPORATE REPRESENTATIVES

A corporate Securityholder may elect to appoint a representative to vote on its behalf rather than a proxy, in accordance with the Corporations Act. Where a corporate Securityholder appoints a representative, ML or MPT (as relevant) requires written proof of the representative’s appointment to be provided to Mirvac before the AGM commences.

Alternatively, as outlined above, Securityholders may exercise a direct vote prior to the AGM, or appoint a proxy to exercise a vote at the AGM on their behalf.

VOTING BY TELEPHONE – AFTER THE CONCLUSION OF THE AGM

Securityholders participating in the AGM via telephone will be able to vote between the conclusion of the AGM and the closure of voting, as announced by the Chair, by following the instructions provided by the moderator.

Voting via the online platform will close at the same time as telephone voting, as announced by the Chair.

VOTING BY PROXY

Securityholders are entitled to appoint a proxy to attend the AGM online or by telephone and to vote on their behalf. The proxy need not be a member of ML or MPT. Proxy instructions must be received by 11.00am (AEDT) Sunday, 14 November 2021. Any proxy instructions received after this deadline will be ineffective for the scheduled AGM. Securityholders may lodge their proxy appointment:

  • electronically, by visiting the Share Registry website, vote.linkmarketservices.com/MGR and following the prompts and instructions. You will need your Securityholder Reference Number or Holder Identification Number. The Share Registry, Link Market Services will contact proxyholders with a valid email address or contact phone number at least 24 hours prior to the scheduled start of the AGM to provide them with the Proxy Number they will need to enter into the online platform; or

  • by post to Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235; or

  • by facsimile to (02) 9287 0309 in Australia, or +61 2 9287 0309 if you are overseas.

For telephone access, proxyholders will need to obtain their own unique PIN to dial into the AGM. To obtain a unique PIN, proxyholders must contact the Share Registry, Link Market Services on 1800 990 363, or +61 1800 990 363 (outside of Australia) by 11.00am (AEDT) on Monday, 15 November 2021. You will not be able to obtain your unique PIN after this time.

Mirvac Group | Notice of Annual General and General Meetings 2021

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Entitlement to Vote

WHO CAN VOTE?

In accordance with the Corporations Regulations 2001 (Cth), the Directors of Mirvac have determined that the stapled securities on issue as at 7.00pm (AEDT) on Sunday, 14 November 2021 will be taken, for the purposes of the AGM, to be held by the persons who held them at that time. This means that any Securityholder registered at 7.00pm (AEDT) on Sunday, 14 November 2021 is entitled to attend and vote at the AGM.

HOW IS THE VOTE CARRIED OUT?

Voting on all the resolutions will be conducted by way of a poll.

HOW MANY VOTES DOES EACH SECURITYHOLDER HAVE?

Voting on the resolutions will be decided on a poll. On a poll each Securityholder has:

  • in the case of a resolution of ML, one vote for each share held in ML; and

  • in the case of a resolution of MPT, one vote for each whole $1.00 of unit value held in MPT.

VOTING INTENTIONS OF THE CHAIR

If a Securityholder directs the Chair how to vote on an item of business, the Chair must vote in accordance with the direction. For proxies without voting instructions that are exercisable by the Chair, the Chair intends to vote in favour of that item on a poll (subject to the other provisions of this Notice, including the voting exclusions set out in the Explanatory Notes).

If a Securityholder appoints the Chair as their proxy but does not direct the Chair on how to vote, then by submitting the Voting Form they are expressly authorising the Chair to vote in favour of each item of business, even when an item of business is directly or indirectly connected to the remuneration of a member of the key management personnel of Mirvac.

ORDINARY RESOLUTIONS

All resolutions in this Notice are ordinary resolutions. An ordinary resolution is passed if more than 50% of the votes cast by or on behalf of Securityholders entitled to vote on the resolution are in favour of the resolution.

A Securityholder does not have to exercise all of their votes on their stapled securities in the same way and not all votes need to be cast.

A proxy may decide whether or not to vote on any item of business or other motion at the AGM, except where the proxy is required by law or the Constitutions of ML or MPT to vote or abstain from voting in their capacity as proxy. If the proxy’s appointment directs the proxy how to vote on an item of business, the proxy may vote on that item only in accordance with the direction. If the proxy’s appointment does not direct the proxy how to vote on an item of business or any other motion at the AGM, the proxy may vote as he or she thinks fit on that item or motion. If an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at the AGM and the appointed proxy does not attend the AGM or does not vote on a poll on the resolution, then the Chair will be taken to have been appointed as the proxy of the relevant Securityholder in respect of the AGM or the poll on that resolution, as applicable.

A Securityholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the appointment does not specify the proportion or number of the Securityholder’s voting rights, each proxy may exercise half of the Securityholder’s votes. Fractions will be disregarded.

Mirvac Group | Notice of Annual General and General Meetings 2021

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Explanatory Notes

These Explanatory Notes form part of this Notice.

ITEM 1 — ANNUAL REPORTS

In accordance with the Corporations Act, ML’s Financial Report, Directors’ Report and Auditor’s Report (“Reports”) for the financial year ended 30 June 2021 will be presented to the Annual General Meeting of ML.

The Reports form part of Mirvac’s 2021 Annual Report, which has been sent to those Securityholders who have elected to receive the Annual Report in hard copy form.

John is a former Director and Chair of Coffey International Limited, a former Director of The Shore Foundation Limited and former Guardian of the Future Fund Board of Guardians.

Having reviewed John’s performance, the Board considers that John makes a significant contribution to the Mirvac Board. The review included consideration of John’s expertise, skills and experience as well as his performance and contribution to the Board and in his role as Chair. The Board strongly supports John’s re-election.

ITEM 2.2 – JAMES M. MILLAR AM

The 2021 Annual Report is also available at vote.linkmarketservices.com/MGR or on Mirvac’s website.

No resolution is required for this item, but following consideration of the Reports, the Chair will give Securityholders as a whole at the AGM a reasonable opportunity to ask questions and make comments on the Reports and on the business, operations and management of ML and MPT.

Securityholders will also be given a reasonable opportunity at the AGM to ask a representative of the Auditor questions relevant to the:

  • conduct of the audit;

  • preparation and content of the Auditor’s Report;

  • accounting policies adopted by ML in relation to the preparation of the financial statements; and

  • independence of the Auditor in relation to the conduct of the audit.

ITEMS 2.1 AND 2.2 — RE-ELECTION OF DIRECTORS

John Mulcahy and James Millar will each retire by rotation at the conclusion of the meeting in accordance with article 10.3 of the ML Constitution and, being eligible, intend to offer themselves for re-election as a Director of ML.

The Board has assessed the independence of each of the Directors standing for re-election and considers each of them to be an independent director.

Biographical details follow:

ITEM 2.1 – JOHN MULCAHY

Independent Non-Executive Chair

PhD (Civil Engineering), FIEAust, MAICD

Chair of the Nomination Committee

Member of the Audit, Risk and Compliance Committee Member of the Human Resources Committee

Member of the Health, Safety, Environment & Sustainability Committee

John Mulcahy was appointed a Non-Executive Director of Mirvac in November 2009 and as the Independent Non-Executive Chair in November 2013. John has more than 30 years of leadership experience in financial services and property investment. John is the former Managing Director and Chief Executive Officer of Suncorp-Metway Limited. Prior to joining Suncorp-Metway, John held a number of senior executive roles at Commonwealth Bank, including Group Executive, Investment and Insurance Services. He also held a number of senior roles during his 14 years at Lend Lease Corporation, including Chief Executive Officer, Lend Lease Property Investment and Chief Executive Officer, Civil and Civic.

Independent Non-Executive

BComm, FCA, FAICD

Chair of the Audit, Risk and Compliance Committee Member of the Nomination Committee

James M. Millar was appointed a Non-Executive Director of Mirvac in November 2009. He is the former Chief Executive Officer of Ernst & Young (EY) in the Oceania Region, and was a Director on their global board.

James commenced his career in the Insolvency & Reconstruction practice at EY, being involved in a number of sizeable corporate workouts. He has qualifications in both business and accounting.

James is currently the Chair of the Export Finance Australia, Forestry Corporation NSW and Cambooya Pty Ltd. James serves a number of charities and is Chair of the Vincent Fairfax Family Foundation and Director of Vincent Fairfax Ethics in Leadership Foundation.

James is a former Director of Macquarie Media Limited (April 2015 to October 2019), Fairfax Media Limited (July 2012 to December 2018), Slater & Gordon Ltd (December 2015 to December 2017) and former Chair of The Smith Family.

Having reviewed James’ performance, the Board considers that James makes a significant contribution to the Mirvac Board, taking into account his expertise, skills and experience as well as his contribution to the Board and as Chair of the Audit, Risk and Compliance Committee. The Board strongly supports James’ re-election.

RECOMMENDATION

The Directors (with both John Mulcahy and James Millar abstaining in respect of their own re-election) recommend that Securityholders vote in favour of these resolutions.

The Chair of the AGM intends to vote all available proxies in favour of these items.

John is currently a Director of ALS Limited (formerly Campbell Brothers Limited), Zurich Australian Insurance subsidiaries, Deputy Chair of GWA Group Limited and Chair of ORIX Australia Corporation Ltd.

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Explanatory Notes continued

ITEM 3 — REMUNERATION REPORT

Mirvac’s Remuneration Report (which forms part of the Directors’ Report) is set out from page 56 of the Mirvac 2021 Annual Report, which is available on Mirvac’s website at

https://www.mirvac.com/investor-centre/annual-report.

The Remuneration Report includes information relating to:

  • remuneration governance;

  • remuneration strategy and structure;

  • Non-Executive Directors’ remuneration;

  • relationship between remuneration and Mirvac performance; and

  • specific details of the remuneration of the Non-Executive Directors, CEO & Managing Director and other KMPs of Mirvac for the year ended 30 June 2021.

Securityholders will be asked to vote at the Annual General Meeting on a resolution to adopt the Remuneration Report. The vote is advisory only and will not bind the Directors or ML. However, the Directors will take into account the outcome of the vote when considering relevant remuneration matters in the future.

RECOMMENDATION

The Directors unanimously recommend that Securityholders vote in favour of this resolution.

The Chair of the AGM intends to vote all available proxies in favour of this item.

ITEM 4 — PARTICIPATION BY THE CEO & MANAGING DIRECTOR IN THE LONG TERM PERFORMANCE (“LTP”) PLAN

This resolution is being put to Securityholders for the purpose of approving the participation by Susan Lloyd-Hurwitz (CEO & Managing Director of Mirvac) in Mirvac’s LTP Plan.

BACKGROUND

The Board believes that the offer of performance rights under the LTP Plan is an important part of Susan Lloyd-Hurwitz’s overall remuneration package. The performance rights are designed to provide a long-term incentive to pursue the growth and success of Mirvac. The LTP Plan is focused on individuals whose roles and contributions are identified as critical to the continued growth and success of the Group over the next three years.

PARTICIPATION IN THE LTP PLAN

Under ASX Listing Rule 10.14.1, no director can acquire securities under an employee incentive scheme without Securityholder approval. Accordingly, approval is being sought for Susan Lloyd-Hurwitz to participate in the LTP Plan for the current financial year (2021/22).

If approved by Securityholders, the number of performance rights granted to Susan Lloyd-Hurwitz will be determined by dividing her potential award under the LTP Plan of $2,250,000 by the grant price and rounding the resulting number down to the nearest whole number of performance rights. For this purpose, the grant price will be the average daily closing price on the ASX of a stapled security in Mirvac for the one-month period up to and including the AGM date, reduced by an estimated value (determined by an independent external consultant) in respect of dividends and distributions that may be paid on a stapled security in Mirvac during the Performance Period. The performance rights that may be granted to Susan LloydHurwitz will be offered for nil cost to her.

PERFORMANCE PERIOD

For the performance rights to be granted to Susan Lloyd-Hurwitz for the 2021/22 financial year, the performance period will begin on 1 July 2021 and end on 30 June 2024 (“Performance Period”).

TERMS OF PERFORMANCE RIGHTS

Mirvac uses performance rights because they create security price alignment between executives while providing a better mechanism (than restricted securities) for enforcing the terms and conditions of the LTP Plan.

On grant, each performance right will give the holder an entitlement to acquire one stapled security in the Group subject to satisfaction of any applicable performance conditions. Unvested performance rights carry no voting rights and no entitlements to participate in any dividends or distributions.

Participants are prohibited from dealing in (which includes selling and transferring) their unvested performance rights, unless the Board determines otherwise or in the event of death or bankruptcy.

On vesting, a performance right will automatically convert into a stapled security. At the Board’s discretion, entitlements to stapled securities on vesting of the performance rights will be satisfied by either an allotment of new stapled securities or by purchase on market of existing stapled securities.

Susan Lloyd-Hurwitz’s current total remuneration package comprises: a) fixed remuneration of $1,500,000 (which has not been increased since commencing as CEO & Managing Director in 2012);

b) short-term incentive (STI) target of 80% of fixed remuneration; and

c) long-term incentive opportunity of 150% of fixed remuneration.

Further details of Susan Lloyd-Hurwitz’s remuneration arrangements are contained in the Remuneration Report in Mirvac’s 2021 Annual Report, from page 70.

Mirvac Group | Notice of Annual General and General Meetings 2021

Reimagine Urban Life 7

Explanatory Notes continued

PERFORMANCE HURDLES

Two performance hurdles will apply which must be satisfied over the three-year performance period before any entitlements to the granted performance rights vest. The two performance hurdles are:

40% weighting: Relative Total Shareholder Return (“TSR”); and

60% weighting: Return on Invested Capital (“ROIC”).

The weighting of the performance hurdles maintains focus on relative TSR, an important measure in aligning remuneration outcomes for Executives with Securityholder outcomes, but with significant focus on ROIC, which is the key long-term financial measure that underpins long-term decision making, long-term value creation, and best aligns the LTP Plan hurdles with Mirvac’s business and value creation strategy.

With the exception of the FY21 LTP award (when the ROIC measure was suspended due to COVID-19 impacts), the above two performance hurdles are consistent with previous awards.

Performance rights granted under the LTP Plan will generally only vest and be converted into stapled securities where any applicable performance conditions have been satisfied within the Performance Period, with the Board having overarching discretion to ensure vesting outcomes are appropriately aligned to performance.

Relative TSR performance hurdle

The TSR performance of Mirvac will be compared over the Performance Period with the TSR performance of each of the entities within the S&P/ASX 200 A-REIT Index, as constituted at the commencement of the Performance Period (“Comparator Group”).

Broadly, TSR measures the return to a securityholder over the Performance Period in terms of changes in the market value of the securities plus the reinvested value of any dividends or distributions paid on the securities.

The Board has the discretion to adjust the Comparator Group to take into account events including takeovers, mergers, delistings or demergers that might occur during the Performance Period.

At the end of the Performance Period, the growth in Mirvac’s TSR over the Performance Period will be compared with the growth in TSR over the same period of the Comparator Group and Mirvac’s relative ranking will be determined. Unless the Board determines otherwise, the security price used to calculate the TSR growth of a company for the Performance Period will be measured as follows:

  • the opening security price will be the average adjusted closing price of a security in that entity on the ASX for the three-month period prior to but not including the first day of the Performance Period; and

  • the closing security price will be the average adjusted closing price of a security in that entity on the ASX for the three-month period up to and including the last day of the Performance Period.

The percentage of the TSR performance rights which vest, if any, will be determined by the Board by reference to the percentile ranking achieved by Mirvac over the Performance Period compared to the Comparator Group as follows:

as follows:
TSR growth – TSR performance
percentile ranking rights that vest (%)
Below 50th percentile Nil
50th percentile
Between 50th to 75th percentile
50%
50% plus an additional 2% for each
additional whole percentile above
the 50th percentile
75th percentile and above 100%

As at 1 July 2021, the entities comprising the Comparator Group are set out below.

out below. out below.
Symbol Entity
1 ABP Abacus Property Group
2 BWP BWP Trust
3 CHC Charter Hall Group
4 CIP Centuria Industrial REIT
5 CLW Charter Hall Long WALE REIT
6 CMW Cromwell Property Group
7 CQR Charter Hall Retail REIT
8 DXS Dexus
9 GMG Goodman Group
10 GOZ Growthpoint Properties Australia
11 GPT GPT Group
12 INA Ingenia Communities Group
13 MGR Mirvac Group
14 NSR National Storage REIT
15 SCG Scentre Group
16 SCP Shopping Centres Australasia Property Group
17 SGP Stockland
18 URW Unibail-Rodamco-Westfield
19 VCX Vicinity Centres
20 WPR Waypoint REIT

Mirvac Group | Notice of Annual General and General Meetings 2021

Reimagine Urban Life 8

Explanatory Notes continued

ROIC performance hurdle

ROIC is used as a general indication of how efficiently the entity is utilising capital; in other words, how much profit it is able to generate given the capital invested.

ROIC is calculated as: Total Return divided by Average Invested Capital

Where

Total Return = The profit for the year attributable to securityholders adjusted for development interest costs and other interest costs; net gain or loss on financial instruments; and income tax expense.

Invested Capital = Investment properties, inventories and indirect investments, adjusted for fund through adjustments (deferred revenue) and deferred land payments. Average Invested Capital is the average of the current period and the prior two reporting periods.

The percentage of the ROIC performance rights which vest, if any, will be determined by the Board by reference to the average annual ROIC achieved by Mirvac over the Performance Period as follows:

Average annual ROIC ROIC performance rights that vest (%)
Less than Weighted Average 0%
Cost of Capital (“WACC”)
More than WACC but less than Pro-rated vesting between 0% and 50%
WACC + 20bps
More than WACC + 20bps Pro-rated vesting between 50% and 75%
but less than WACC + 40bps
More than WACC + 40bps
but less than WACC + 100bps
Pro-rated vesting between 75% and
100%
More than WACC + 100bps 100%

The above vesting schedule has been set taking into account prevailing market conditions at the time of publishing this Notice of Meeting (including the impacts of continuing Sydney and Melbourne COVID-19 lockdowns) and longer-term performance aspirations for the Group. It ensures management is only rewarded once WACC is exceeded (i.e. the point at which Mirvac is creating value for investors) with partial vesting for reasonable but stretching performance and full vesting only when outstanding outcomes are achieved.

TREATMENT ON CESSATION OF EMPLOYMENT

If Susan Lloyd-Hurwitz ceases to be an employee of the Group before the end of the Performance Period, any unvested performance rights relating to the departing employee will be dealt with as outlined below, unless the Board determines otherwise:

Reason for cessation Treatment in respect of of employment unvested performance rights

REMUNERATION FRAMEWORK

The remuneration framework applying to Susan Lloyd-Hurwitz’s current remuneration is set out on pages 63 to 67 in the Remuneration Report section of Mirvac’s 2021 Annual Report.

Susan Lloyd-Hurwitz has not had an increase to fixed remuneration or long-term incentives since she commenced as the CEO & Managing Director in 2012. Since commencement, there has been a single five per cent increase to the short-term incentive target in 2016.

FURTHER INFORMATION DISCLOSED IN ACCORDANCE WITH ASX LISTING RULE 10.15

Pursuant to approval by Securityholders at previous Annual General and General Meetings, performance rights were granted to Susan Lloyd-Hurwitz in previous years under the LTP Plan, as follows, at nil cost to her:

Number of performance Number of performance
Year to: rights granted under
the LTP Plan
rights which vested,
securities issued
30 June 2013 1,137,300 415,114
30 June 2014 1,470,500 691,135
30 June 2015 1,461,000 730,500
30 June 2016 1,470,500 1,235,220
30 June 2017 1,243,093 1,243,093
30 June 2018 1,061,320 460,612
30 June 2019 1,159,793 880,978
30 June 2020 770,547 Unvested
30 June 2021 1,017,412 Unvested

Further details of these performance rights are set out in the Annual Report for the relevant reporting period. Details of any performance rights under the LTP Plan will be published in the Annual Report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14. Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of performance rights under the LTP Plan after this resolution is approved, and who are not named in this Notice of Meeting will not participate until approval is obtained under that rule.

No other Director or associate of any Director is entitled to participate in, and no loans will be provided under, the LTP Plan in the current year.

If approved by Securityholders, Mirvac intends to grant the performance rights to Susan Lloyd-Hurwitz by 31 December 2021 but in any event by no later than 18 November 2022. If approval is not obtained, the Board will consider alternative arrangements to appropriately remunerate and incentivise Ms Lloyd-Hurwitz.

RECOMMENDATION

Resignation or termination by Mirvac (other than as set out below)

Redundancy, retirement, disability/ death, mutual agreement or agreed transfer to an investment partner

All unvested performance rights lapse.

Unvested Performance Rights will neither vest nor lapse, and the terms applicable to the performance rights will continue to apply (i.e. the unvested performance rights will be tested at the end of the Performance Period, subject to the terms set out in this Notice of Meeting, the offer and the Plan Rules).

The Directors (with Susan Lloyd-Hurwitz abstaining) recommend that Securityholders vote in favour of this resolution.

The Chair of the AGM intends to vote all available proxies in favour of this item.

Mirvac Group | Notice of Annual General and General Meetings 2021

Reimagine Urban Life 9

Mirvac Limited ABN 92 003 280 699

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Mirvac Property Trust ARSN 086 780 645

HOW TO RETURN THIS FORM

ONLINE

vote.linkmarketservices.com/MGR

BY MAIL  Mirvac Group C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX

+61 2 9287 0309

BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000 subject to any COVID-19 public health orders and restrictions

  • ALL ENQUIRIES TO Telephone: +61 1800 356 444 (free call within Australia)

X99999999999 X99999999999

Unique PIN: (for telephone attendance) Australia : 1800 071 092 VOTING FORM Worldwide: +61 1800 071 092 I/We being a Securityholder(s) of Mirvac Limited and Mirvac Property Trust ( Mirvac Group ) and entitled to attend and vote hereby appoint: A VOTE DIRECTLY OR B APPOINT A PROXY appoint the OR if you are NOT appointing the Chairman Name elect to lodge my/our Chairman of the Meetings as your proxy, please write vote(s) directly (mark box) of the Meetings the name and email of the person or body Email (mark box) corporate you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the  in relation to the Annual General Meeting of Members of Mirvac Meetings, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting Limited and the General of Members of Mirvac Limited and the General Meeting of Members of Mirvac Property Trust to be held at 11:00am Meeting of Members of Mirvac (AEDT) on Tuesday, 16 November 2021 (the Meetings ) and at any postponement or adjournment of the Meetings. Property Trust to be held at The Meetings will be conducted as virtual meetings and you can participate by logging in online at 11:00am (AEDT) on Tuesday, http://agmlive.link/MGR21 (refer to details in the Virtual Meeting Guide and Notice of Meetings). You can view and 16 November 2021 ( the download the Notice of Annual General and General Meetings and Explanatory Memorandum at the Company’s Meetings) and at any website at http://www.mirvac.com/2021-agm adjournment or postponement of Important for Resolutions 3 & 4: If the Chairman of the Meetings is your proxy, either by appointment or by default, the Meetings. and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meetings to You should mark either “For”, exercise the proxy in respect of Resolutions 3 & 4, even though the Resolutions are connected directly or indirectly with “Against” or “Abstain” for each the remuneration of a member of the Company’s Key Management Personnel ( KMP ). Item. The Chairman of the Meetings intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Voting directions will only be valid and accepted by Mirvac Group if they are signed and received no later than 48 hours before the Meetings. Please read the voting instructions overleaf before marking any boxes with T Items For Against Abstain * 2.1 Re-election of John Mulcahy

2.2 Re-election of James M. Millar AM

  • 3 Adoption of Remuneration Report

  • 4 Participation by the CEO & Managing Director in the Long-Term Performance Plan

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 *If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in calculating the required majority on a poll.

SIGNATURE OF SECURITYHOLDER(S) – THIS MUST BE COMPLETED

Securityholder 1 (Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form must be signed by the Securityholder. In the case of a joint holding, either Securityholder may sign. If signed by the Securityholder’s attorney, the Power of Attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

MGR PRX2101N

HOW TO COMPLETE THIS VOTING FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on Mirvac Group’s Security register. If this information is incorrect, please make handwritten corrections on this form. Securityholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your Securities using this form.

VOTING UNDER BOX A – VOTING DIRECTLY

If you ticked the box under Box A you are indicating that you wish to vote directly. You may vote by marking one of the boxes opposite each resolution. If you do not mark any of the boxes opposite a resolution, your vote will be invalid for that resolution.

Custodians and nominees may, with the Security registry’s consent, identify on this form the total number of votes in each of the categories “For” and “Against” and their votes will be valid.

If you have lodged a direct vote, and then you attend the Meetings, your attendance will cancel your direct vote.

The Chairman’s decision as to whether a direct vote is valid is conclusive.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the Securityholder must sign.

Joint Holding: where the holding is in more than one name, any one joint Securityholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the Security registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form and return both documents by mail or by hand. By signing this form you declare that you have not received any notice of revocation of your appointment as attorney.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

VOTING UNDER BOX B – APPOINTMENT OF PROXY

CORPORATE REPRESENTATIVES

If you wish to appoint the Chairman as your proxy, mark the box in Box B. If you wish to appoint someone other than the Chairman as your proxy, If a representative of the corporation is to attend the Meetings virtually the please write the name and email address of that individual or body appropriate “Certificate of Appointment of Corporate Representative” must corporate in the box provided at Box B. A proxy need not be a Securityholder be received at [email protected] prior to admission in of the Company. accordance with the Notice of Annual General and General Meetings. A form of the certificate may be obtained from Mirvac Group’s Security registry or If you complete both Box A and Box B, or neither of Box A or Box B, this online at www.linkmarketservices.com.au. form will be deemed to be an appointment of proxy to the Chairman. DEFAULT TO CHAIRMAN Any directed proxies that are not voted on a poll at the Meetings will default HOW TO LODGE THIS VOTING FORM to the Chairman, who is required to vote those proxies as directed. Any This Voting Form (and any Power of Attorney under which it is signed) must be received at any address listed below by 11:00am (AEDT) on Sunday, undirected proxies that default to the Chairman of the Meetings will be 14 November 2021 , being not later than 48 hours before the commencement voted according to the instructions set out in this Voting Form, including of the Meetings. Any Voting Form received after that time will not be valid for where the Resolutions are connected directly or indirectly with the the scheduled Meetings. remuneration of KMP. Voting Forms may be lodged using the reply paid envelope or: VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT ONLINE You may direct your proxy how to vote by marking one of the boxes  www.linkmarketservices.com.au opposite each resolution. All your Securities will be voted in accordance Login to the Link website using the holding details as shown on the with such a direction unless you indicate only a portion of voting rights Voting Form. Select ‘Voting’ and follow the prompts to lodge your vote. are to be voted on any item by inserting the proportion or number of To use the online lodgement facility, Securityholders will need their Securities you wish to vote in the appropriate box or boxes. If you do not “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Voting Form). mark any of the boxes on a given resolution then, subject to any voting restrictions that apply to the proxy, your proxy may vote as he or she BY MAIL chooses.  Mirvac Group If the Chairman is your proxy (either by appointment or default), and you C/- Link Market Services Limited do not complete any of the boxes by marking “For”, “Against” or “Abstain” Locked Bag A14 opposite a resolution on this form, the Chairman intends to exercise your Sydney South NSW 1235 Australia vote in favour of each resolution. If you wish to appoint the Chairman as your proxy with a direction to vote against, or to abstain from voting on a resolution, you should specify this by marking the “Against” or “Abstain”  BY FAX boxes opposite the resolution on this form. +61 2 9287 0309 If you mark more than one box on a resolution your vote on that resolution BY HAND will be invalid. 

If a representative of the corporation is to attend the Meetings virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at [email protected] prior to admission in accordance with the Notice of Annual General and General Meetings. A form of the certificate may be obtained from Mirvac Group’s Security registry or online at www.linkmarketservices.com.au.

Login to the Link website using the holding details as shown on the Voting Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, Securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Voting Form).

BY MAIL  Mirvac Group C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309  BY HAND Deliver to Link Market Services Limited* Level 12 680 George Street Sydney NSW 2000

APPOINTMENT OF A SECOND PROXY

If you are entitled to cast two or more votes, you may appoint up to two persons as proxies to attend the Meetings and vote on a poll. If you wish to appoint a second proxy, an additional voting form may be obtained by telephoning Mirvac Group’s Security registry or you may copy this form and return them both together.

*during business hours Monday to Friday (9:00am - 5:00pm) and subject to public health orders and restrictions

To appoint a second proxy you must:

ACCESS YOUR NOTICE OF ANNUAL GENERAL MEETINGS

  • (a) on each of the first voting form and the second voting form state the proportion of your voting rights or number of Securities applicable to that form. If the appointments do not specify the proportion or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

To view or download the full Notice of Annual General and General Meetings and Explanatory Notes which sets out the Agenda (including details of all resolutions being put to the meetings) please visit the company’s website at www.mirvac.com/2021-agm.

  • (b) return both voting forms together.

Virtual Meeting Online Guide

Mirvac Group 2021 AGM

11.00am AEDT 16 November 2021

Before you begin

Ensure your browser is compatible. Check your current browser by going to the website: whatismybrowser.com

Supported browsers are:

  • Chrome – Version 44 & 45 and after

  • Firefox – 40.0.2 and after

  • Safari – OS X v10.9 & OS X v10.10 and after

  • Internet Explorer 9 and up

  • Microsoft Edge - 92.0 and after

To attend and vote you must have your securityholder number and postcode.

Appointed Proxy: Your proxy number will be provided by Link before the meeting.

Please make sure you have this information before proceeding.

Corporate Markets

Virtual Meeting Online Guide

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Step 1

Open your web browser and go to https://agmlive.link/MGR21

1. Get a Voting Card

To register to vote – click on the ‘Get a Voting Card’ button.

This will bring up a box which looks like this.

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Step 2

Log in to the portal using your full name, mobile number, email address, and participant type.

Please read and accept the terms and conditions before clicking on the blue ‘Register and Watch Meeting’ button.

  • On the left – a live video webcast of the Meeting

  • On the right – the presentation slides that will be addressed during the Meeting

If you are an individual or joint securityholder you will need to register and provide validation by entering your securityholder number and postcode.

If you are an appointed Proxy, please enter the Proxy Number issued by Link in the PROXY DETAILS section. Then click the ‘SUBMIT DETAILS AND VOTE’ button.

Once you have registered, your voting card will appear with all of the resolutions to be voted on by securityholders at the Meeting (as set out in the Notice of Meeting). You may need to use the scroll bar on the right hand side of the voting card to view all resolutions.

Securityholders and proxies can either submit a Full Vote or Partial Vote.

  • At the bottom – buttons for ‘Get a Voting Card’, ‘Ask a Question’ and a list of company documents to download

Note: If you close your browser, your session will expire and you will need to re-register. If using the same email address, you can request a link to be emailed to you to log back in.

2 • Link Group Virtual Meeting Online Guide

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Full Votes

To submit a full vote on a resolution ensure you are in the ‘Full Vote’ tab. Place your vote by clicking on the ‘For’ , ‘Against’ , or ‘Abstain’ voting buttons.

Partial Votes

To submit a partial vote on a resolution ensure you are in the ‘Partial Vote’ tab. You can enter the number of votes (for any or all) resolution/s. The total amount of votes that you are entitled to vote for will be listed under each resolution. When you enter the number of votes it will automatically tally how many votes you have left.

Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-voted portion will be submitted as No Instruction and therefore will not be counted.

Once you have finished voting on the resolutions scroll down to the bottom of the box and click on the ‘Submit Vote’ or ‘Submit Partial Vote’ button.

Note: You can close your voting card without submitting your vote at any time while voting remains open. Any votes you have already made will be saved for the next time you open up the voting card. The voting card will appear on the bottom left corner of the webpage. The message ‘Not yet submitted’ will appear at the bottom of the page.

You can edit your voting card at any point while voting is open by clicking on ‘Edit Card’ . This will reopen the voting card with any previous votes made.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide windows advising the remaining voting time. Please make any changes and submit your voting cards.

Once voting has been closed all submitted voting cards cannot be changed.

Link Group Virtual Meeting Online Guide • 3

Virtual Meeting Online Guide continued

2. How to ask a question

Note: Only securityholders are eligible to ask questions.

If you have yet to obtain a voting card, you will prompted to enter your securityholder number or proxy details before you can ask a question. To ask a question, click on the ‘Ask a Question’ button either at the top or bottom of the webpage.

The ‘Ask a Question’ box will then pop up with two sections for completion.

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Note that not all questions are guaranteed to be answered during the Meeting, but we will do our best to address your concerns.

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3. Downloads

View relevant documentation in the Downloads section.

4. Voting closing

Voting will end 5 minutes after the close of the Meeting.

In the ‘Regarding’ section click on the drop down arrow and select the category/resolution for your question.

Click in the ‘Question’ section and type your question and click on ‘Submit’.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide screens advising the remaining voting time. If you have not submitted your vote, you should do so now.

A ‘View Questions’ box will appear where you can view your questions at any point. Only you can see the questions you have asked.

If your question has been answered and you would like to exercise your right of reply, you can submit another question.

4 • Link Group Virtual Meeting Online Guide

Phone Participation

What you will need

  • a) ) Land line or mobile phone

  • b) The name and securityholder number of your holding/s or proxy number issued by Link

  • c) Your unique PIN , to obtain this please contact Link Market Services on

  • +61 1800 990 363 by 11am on 15 November 2021.

Joining the Meeting via Phone

Step 1

From your land line or mobile device, call: 1800 071 092 or +61 1800 071 092 (outside Australia).

Step 2

You will be greeted with a welcome message and provided instructions on how to participate in the Meeting. Please listen to the instructions carefully.

At the end of the welcome message you will be greeted by a moderator and asked to provide your PIN . This will verify you as a securityholder and allow you to ask a question and vote on the resolutions at the Meeting.

Step 3

Once the moderator has verified your details you will be placed into a waiting room and will hear music playing.

Note, If your holding cannot be verified by the moderator, you will attend the Meeting as a visitor and will not be able to vote or ask a question.

Step 4

At the commencement of the Meeting, you will be admitted to the Meeting where you will be able to listen to proceedings.

Asking a Question

Step 1

When the Chairman calls for questions on each resolution, you will be asked to press *1 on your keypad should you wish to raise your hand to ask a question.

Step 2

When it is your time to ask your question, the moderator will introduce you to the meeting, your line will be unmuted and you can then start speaking.

Note, if at any time you no longer wish to ask your question, you can lower your hand by pressing *2 on your key pad. If you also joined the Meeting Online, we ask that you mute your laptop, desktop, tablet or mobile device while you ask your question.

Step 3

Your line will be muted once your question has been answered.

Lodging Your Vote

Voting will be conducted at the conclusion of the Meeting, using your key pad. The moderator will provide instructions on how to vote.

Step 1

The moderator will read out the resolution and provide the following instructions:

To vote FOR, press 3. To vote AGAINST, press 4 To ABSTAIN, press *5

You will be asked to vote immediately.

If you haven’t lodged your vote within 10 seconds, the moderator will let you know you have not voted as yet, and you will be asked to submit your vote as voting will be closing imminently.

Once voting has closed for the first resolution, the moderator will announce that voting on that resolution is now closed. This process will be repeated for each resolution (if applicable).

Step 2

The moderator will announce that voting has closed and will advise where results will be available.

Need help?

Contact Mirvac’s Investor Information Line on +61 1800 356 444 (within or outside Australia) between

8.30am and 5.30pm (Sydney time) on business days. Or email [email protected]

1487.7 04/21 ISS2

MIRVAC’S 2021 VIRTUAL AGM

Frequently Asked Questions

1. WHEN IS MIRVAC’S AGM?

The Annual General Meeting of Members of Mirvac Limited (ML) and a General Meeting of Members of Mirvac Property Trust (AGM) will be held virtually and concurrently on Tuesday, 16 November 2021 commencing at 11.00am (AEDT).

2. WHY ARE YOU HOLDING A VIRTUAL AGM?

As a result of the COVID-19 pandemic, the Government has put in place legal measures allowing company and trust meetings, including annual general meetings, to be held virtually.

Due to the unprecedented nature of the pandemic and changing circumstances, it is not possible to predict what Government advice and restrictions will be in place at the time of our AGM.

In line with current Government advice, we have decided to hold a virtual AGM this year as the health and safety of our Securityholders, our employees, their families, and the broader community, is paramount.

3. HOW DO I ACCESS THE VIRTUAL AGM ONLINE?

You can access the AGM virtually via the online platform at https://agmlive.link/MGR21.

Enter or copy this link into your web browser on a mobile or online device with internet access.

If you are a Securityholder you will need your Securityholder Reference Number (SRN) or Holder Identification Number (HIN). If you are a proxyholder, you will need your proxy code which the Share Registry, Link Market Services will email to you no later than 24 hours prior to the AGM.

See the answers to Questions 10 and 11 for further details and refer to The Virtual Meeting Online Guide available at: www.mirvac.com/2021-agm.

4. CAN YOU SEND ME A VOTING FORM SO I CAN VOTE?

If you are a Securityholder or proxyholder, you may vote via the online platform or by telephone during the AGM before the closure of voting.

If you are a Securityholder who is unable to attend the AGM online or by telephone at the scheduled time you may lodge a direct vote prior to the AGM. For further details refer to Notice of Meetings and the Virtual Meeting Online Guide available at www.mirvac.com/2021-agm.

If you would like a hard copy Voting Form or need any assistance, please contact Link Market Services on +61 1800 356 444 (within or outside Australia) between 8.30am and 5.30pm (Sydney time).

5. HOW WILL I VOTE OR ASK A QUESTION AHEAD OF THE AGM IF YOU ARE NOT SENDING ME A VOTING FORM OR A QUESTION FORM?

You may lodge your direct voting instructions prior to the AGM at vote.linkmarketservices.com/MGR. Direct votes must be received by 11.00am (AEDT) Sunday, 14 November 2021.

We encourage Securityholders to submit any questions prior to the AGM. You may submit your questions online at vote.linkmarketservices. com/MGR and these must be received by 5.00pm (AEDT) on Tuesday, 9 November 2021.

6. WHAT IS THE DEADLINE FOR LODGING DIRECT VOTES AND QUESTIONS PRIOR TO THE AGM?

8. DO I NEED MY SRN/HIN TO WATCH THE AGM?

No, you do not need your SRN/HIN to watch the AGM. However, you will need your SRN/HIN if you wish to vote or ask a question at the AGM.

You can find your SRN/HIN on:

  • the Welcome Letter or other documentation you received when you first became a Mirvac Securityholder; or

  • your most recent Distribution Statement.

9. HOW DO I WATCH THE VIRTUAL AGM?

  • On the day of the AGM, enter the MGR voting link https://agmlive.link/ MGR21 into your web browser on a mobile or online device;

  • Log in to the portal using your full name, mobile number and email address;

  • Then click on the ‘Register and Watch’ button at the bottom of the screen; and

  • At the commencement of the AGM, you will see on your screen a live webcast of the virtual AGM on the left and the presentation slides on the right.

For further information, please refer to the Virtual Meeting Online Guide at www.mirvac.com/2021-agm.

10. HOW DO I VOTE AND ASK A QUESTION ONLINE AT THE VIRTUAL AGM?

Follow the steps in Question 9 above and then continue with the following steps.

  • At the bottom of your screen where you can see the live webcast of the virtual AGM, there are two buttons, one is ‘Get a Voting Card’ and the other is the ‘Ask a Question’ button;

  • Securityholders and appointed proxyholders who wish to vote will need to click the ‘Get a Voting Card’ button and register;

  • If you are a Securityholder, and you wish to ask a question or vote, you will need to enter your SRN/HIN and postcode;

  • If you are a proxyholder, you will need your proxy code which Link Market Services will email to you no later than 24 hours prior to the AGM;

  • Click the ‘Submit Details and Vote’ button;

  • To vote:

  • your voting card will appear with all of the resolutions to be voted on at the AGM. You may need to use the scroll bar on the right-hand side of the voting card to view all of the resolutions;

  • place your vote by clicking on the ‘For’, ‘Against’, or ‘Abstain’ voting buttons; and

  • once you have finished voting on the resolutions scroll down to the bottom of the box and click the ‘Submit Vote’ button; and

  • To ask a question, click the ‘Ask a Question’ button located at the bottom or top of your screen:

  • select the item of business your question relates to by clicking the ‘Regarding’ button and type your question in the ‘Question’ section provided; and

  • once you have typed your question, click the button ‘Submit Question’.

For further information, please refer to Virtual Meeting Online Guide at www.mirvac.com/2021-agm.

See answers to Question 5 above.

7. I CAN’T WATCH THE VIRTUAL AGM AT THE SCHEDULED TIME, CAN I VIEW LATER?

Yes, you are able to watch a recording of the AGM on the Mirvac website after the conclusion of the AGM at www.mirvac.com/2021-agm.

Mirvac Group | Notice of Annual General and General Meetings 2021

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MIRVAC’S 2021 VIRTUAL AGM

Frequently Asked Questions

11. HOW DO I VOTE AND ASK QUESTIONS VIA TELEPHONE AT THE VIRTUAL AGM?

Securityholders and proxyholders who would prefer to participate in the AGM by telephone can do so by dialing 1800 071 092 or +61 1800 071 092 (outside of Australia) any time after registration commences from 10.00am (AEDT) on the day of the AGM.

For verification purposes, you will require your unique PIN to dial into the AGM. To obtain your unique PIN, please contact the Share Registry, Link Market Services on 1800 990 363, or +61 1800 990 363 (outside of Australia) by 11am (AEDT) on Monday, 15 November 2021. You will not be able to obtain your unique PIN after this date.

  • From your land line or mobile device call 1800 071 092;

  • At the end of the welcome message you will be asked to enter your unique PIN which as referred to above you need to obtain by Monday, 15 November 2021 by calling 1800 990 363;

  • Once you have entered your PIN, you will be greeted by a moderator. Once the moderator has verified your details you will be placed into a waiting room until the AGM commences;

  • At the commencement of the AGM, you will be admitted to the AGM where you will be able to listen to the proceedings;

  • To vote, you will need to use your telephone’s keypad. Voting will be conducted at the conclusion of the AGM and the moderator will provide instructions on how to do this;

  • To ask a question, you will be asked to press *1 on your keypad after the Chairman calls for questions; and

  • Your question will be taken over the telephone by the moderator and will then be put into the online queue.

12. IF I VOTE PRIOR TO THE AGM CAN I STILL WATCH AT THE SCHEDULED TIME?

Yes, you can login to the virtual AGM from 10.00am (AEDT) on Tuesday, 16 November 2021 by visiting https://agmlive.link/MGR21.

13. IF I AM A FEW MINUTES LATE LOGGING INTO THE VIRTUAL AGM SITE OR CALLING INTO THE AGM BY TELEPHONE, AM I STILL ALLOWED ENTRY? WHAT IS THE LATEST TIME I CAN LOGIN OR CALL IN TO VOTE AT THE AGM IF I MISS REGISTRATION?

Yes, you can join the AGM and register to vote at any time up until the conclusion of the AGM by following the steps outlined in the answers for Questions 10 and 11. Voting will close 5 minutes after the conclusion of the AGM.

A recording of the virtual AGM will also be available to view after the conclusion of the AGM at www.mirvac.com/2021-agm.

14. HOW DO I WATCH THE AGM AS A NON-VOTING SECURITYHOLDER OR VISITOR?

Visitors and non-voting Securityholders can register to view the virtual AGM at https://agmlive.link/MGR21.

Follow the steps set out above in the answer to Question 9. Please note, only registered Securityholders and proxyholders will be able to vote or ask a question.

A recording of the virtual AGM will also be available to view after the conclusion of the AGM at www.mirvac.com/2021-agm.

15. WHAT IS THE DATE OF MIRVAC’S 2022 AGM?

The date of Mirvac’s 2022 AGM will be published in the 2022 Annual Report, which will be released in August 2022.

16. WILL MIRVAC HOLD A VIRTUAL AGM NEXT YEAR?

The Mirvac Board is yet to decide this in respect of the AGM in 2022.

17. WHERE DO I GET HELP IF NEEDED DURING THE AGM?

Please refer to the Virtual Meeting Online Guide at www.mirvac.com/2021-agm or contact Mirvac’s Investor Information line on +61 1800 356 444 (within or outside Australia) at any time during or prior to the AGM between 8.30am and 5.30pm (Sydney time) on business days.

Follow the steps in Question 9 above to watch the live video webcast of the virtual AGM on the left and the presentation slides on the right.

You do not need to register for a voting card if you have previously voted. However, if you wish to ask a question you will need to register (see the answers to Questions 10 and 11).

Mirvac Group | Notice of Annual General and General Meetings 2021

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